Computer Contracts Sample Clauses

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Computer Contracts. (a) A complete and accurate list of all Computer Contracts is set out in part B of schedule 4 and complete and accurate copies of all Computer Contracts have been Disclosed. (b) The Computer Contracts are valid and binding and none of them will be breached, lost, terminated, rendered liable to any right of termination or assignment or their terms amended by virtue of the execution of this agreement or the transaction effected by the Transaction Documents.
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Computer Contracts. (a) All of the Computer Contracts are valid, enforceable and binding. None of the Computer Contracts has been the subject of any breach or default by any Group Company, and, to the Sellers’ knowledge, by any counterparty to any such Computer Contract. There has been no event which (with notice or lapse of time or both) would constitute a default by any Group Company under any Computer Contract, and, to the Sellers’ knowledge, there has been no event which (with notice or lapse of time or both) would constitute a default by any counterparty to any Computer Contract. No Computer Contract is capable of being terminated or otherwise adversely affected by Closing. The Group Companies shall be entitled to continue to use the Computer Software notwithstanding the Transaction without consent from any third party. (b) The Group Companies did not copy or use any of the Computer Software in violation of the applicable license or otherwise violate any of its agreements or the rights of others with respect thereto.
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Computer Contracts. (a) A complete and accurate list of all material Computer Contracts is set out in part C of schedule 5 and complete copies of all material Computer Contracts have been Disclosed. (b) The warranties set out in Warranty 5.5 above apply in respect of the Computer Contracts as if references to the Intellectual Property Agreements were references to the Computer Contracts.
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Computer Contracts. 12.1 The Buyer and TWG agree that nothing in this Agreement shall constitute an assignment or novation or an attempted assignment or novation of the Computer Contracts. 12.2 From Completion until the earlier of the expiry of the Subcontracting Period and the date on which the relevant Computer Contract is terminated or expires:- 12.2.1 TWG shall hold the benefit of each of the Computer Contracts not so terminated or expired on trust for the Buyer and (so far as it lawfully may) at the cost of the Buyer give all reasonable assistance to enable the Buyer to enjoy the benefit of the Computer Contracts; 12.2.2 the Buyer will perform all of TWG's obligations under the Computer Contracts not so terminated in accordance with their terms and conditions as sub-contractor to TWG. 12.3 The Buyer shall indemnify TWG against every loss, liability and cost which TWG may incur as a result of the Buyer's performance or non-performance of TWG's obligations under a Computer Contract to the extent that the loss, liability or cost is attributable to an act or omission of the Buyer from Completion (including any loss, liability or cost incurred as a result of defending or settling a claim alleging such a liability) until the end of the period referred to in clause 12.2. 12.4 The Buyer shall be responsible for the due and punctual payment of all sums payable by TWG under the Computer Contracts during the period referred to in clause 12.2 and shall pay all such sums to TWG, or to such other party as TWG may direct, within 7 days of receiving notification in writing from TWG of the nature and amount of any such sum without deduction or set-off. 12.5 Subject to clause 12.6, TWG shall use reasonable endeavours to ensure that the Computer Contracts are not terminated before the end of the period referred to in clause 12.2 or such other later date as may be agreed in writing between the Buyer and TWG. 12.6 The Buyer acknowledges that TWG wishes to wind down its operations as soon as reasonably practicable and that notice has already been given to terminate the ITEX contract and it will terminate on 1 September 2009. In the event that the Buyer does not require the benefit of any of the Computer Contracts until 31 August 2009, the Buyer shall give to the Sellers at least 30 days' notice that the Sellers may terminate the relevant Computer Contract and the Sellers shall give notice to terminate the relevant Computer Contract as soon as possible under the terms of that Computer Contract...
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Computer Contracts. (a) A complete and accurate list of all Computer Contracts is set out in part C of schedule 5 and complete copies of all Computer Contracts have been Disclosed.
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Computer Contracts. (a) A complete and accurate list of all Computer Contracts is set out in part B of schedule 4 and complete and accurate copies of all Computer Contracts have been Disclosed. (b) The Computer Contracts are valid and binding and none of them will be breached, lost, terminated, rendered liable to any right of termination or assignment or their terms amended by virtue of the execution of this agreement or the transaction effected by the Transaction Documents. (c) No party to a Computer Contract is in breach of its terms and no allegation, notification or application has been made or dispute or Claim has arisen in relation to any Computer Contract, nor is the Seller aware of any facts or circumstances which might give rise to any such allegation, notification, application, dispute or Claim. (d) Other than those expressly set out in the Computer Contracts, there are no royalties, licence fees, other fees or consideration (including non-monetary consideration) payable by any Group Company in connection with any of the Computer Systems. (e) Each Computer Contract that is a software escrow agreement (if any) is with a reputable third party escrow agent which provides that, as a minimum, the source code relating to the deposited software (as modified from time to time) will be made available to the relevant Group Company if the ability or willingness of the applicable third party licensor of such software to maintain or support the software ceases or becomes restricted in a material way.
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Related to Computer Contracts

  • Customer Contracts 6.2.1 The Redistributor should ensure that its contracts with its Customers give it all necessary rights to control and monitor Data use. 6.2.2 The Redistributor is obliged to make the contents of this Schedule available to its customers.

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  • Vendor Contracts (a) ASO Contracts, Group Insurance Policies, HMO Agreements, and Letters of Understanding (1) Before the Distribution Date, Acuity shall, in its sole discretion, take such steps as are necessary under each ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, and arrangement in existence as of the date of this Agreement to permit SpinCo to participate in the terms and conditions of such ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement from Immediately after the Distribution Date through August 31, 2008. The methodology used to allocate costs between SpinCo and Acuity under such policies and arrangements prior to the Distribution Date shall remain the same after the Distribution Date. The participation by SpinCo in such policy or arrangement shall relate to the SpinCo Health and Welfare Plan and SpinCo shall have all fiduciary responsibilities under ERISA with respect to the participation by the SpinCo Health and Welfare Plan in such policies or arrangements. Alternatively, with respect to any of such policies or arrangements, Acuity may take such steps as are necessary to arrange for an ASO Contract, Group Insurance Policy, HMO Agreement, letter of understanding, or arrangement EMPLOYEE BENEFITS AGREEMENT covering SpinCo that mirrors substantively that covering Acuity. This mirror arrangement shall apply for all or a portion of such period, as necessary under the circumstances. Acuity, in its sole discretion, may cause one or more of its ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding, and arrangements into which Acuity enters after the date of this Agreement to allow SpinCo to participate in the terms and conditions thereof. Nothing contained in this Section 5.2(a) shall preclude Acuity from choosing to enter into ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding, or other arrangements with new or different vendors; provided, until August 31, 2008, Acuity shall give SpinCo advance notice of any decision to change or add vendors. Furthermore, nothing contained in this paragraph (1) shall require Acuity to use more than its reasonable best efforts in complying with the provisions of the first four sentences of this paragraph (1). (2) Acuity shall have the right to determine, and shall promptly notify SpinCo of, the manner in which SpinCo’s participation in the terms and conditions of ASO Contracts, Group Insurance Policies, HMO Agreements, letters of understanding and arrangements as set forth above shall be effectuated; provided, however, Acuity shall use its best efforts to accommodate any reasonable needs communicated to Acuity by SpinCo that relate thereto. Such terms and conditions shall include the financial and termination provisions, performance standards, methodologies, auditing policies, quality measures, reporting requirements, and target claims. SpinCo hereby authorizes Acuity to act on its behalf to extend to SpinCo the terms and conditions of the ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements. SpinCo shall fully cooperate with Acuity in such efforts, and, for periods through August 31, 2008, SpinCo shall not perform any act or fail to take any action that would prejudice Acuity’s efforts and financial arrangements under the Health and Welfare Plans (other than taking reasonable steps to enter into replacement ASO Contracts, Group Insurance Policies, HMO Agreements, and letters of understanding and arrangements for periods after August 31, 2008).

  • SUB-CONTRACTS (a) The Administrator may sub-contract or delegate the performance of all or any of its powers and obligations under this Agreement, provided that (but subject to Clause 3.2(b) herein): (i) the prior written consent of the Mortgages Trustee and Funding to the proposed arrangement (including, if Funding considers it necessary after consulting with the Security Trustee, approving any contract which sets out the terms on which such arrangements are to be made) has been obtained, the Security Trustee has been consulted and notification has been given to each of the Rating Agencies; (ii) where the arrangements involve the custody or control of any Mortgage Loan Files and/or Title Deeds relating to the Mortgage Portfolio for the purpose of performing any delegated Services, the sub-contractor or delegate has executed an acknowledgement in writing acceptable to Funding and the Security Trustee to the effect that any such Mortgage Loan Files and/or Title Deeds are and will be held to the order of the Mortgages Trustee (as trustee for the Beneficiaries); (iii) where the arrangements involve or may involve the receipt by the sub-contractor or delegate of monies belonging to the Beneficiaries which, in accordance with this Agreement, are to be paid into the relevant Collection Account, the sub-contractor or delegate has executed a declaration in writing acceptable to the Beneficiaries that any such monies held by it or to its order are held on trust for the Beneficiaries and will be paid forthwith into the relevant Collection Account in accordance with the terms of the Mortgages Trust Deed; (iv) any such sub-contractor or delegate has executed a written waiver of any Security Interest arising in connection with such delegated Services (to the extent that such Security Interest relates to the Mortgage Portfolio or any amount referred to in (iii) above); and (v) neither the Mortgages Trustee, the Security Trustee nor the Beneficiaries shall have any liability for any costs, charges or expenses payable to or incurred by such sub-contractor or delegate or arising from the entering into, the continuance or the termination of any such arrangement. (b) The provisos to Clause 3.2(a) (i), (ii) and (iii) herein shall not apply: (i) to the engagement by the Administrator of: (1) any receiver, solicitor, insurance broker, valuer, surveyor, accountant, estate agent, insolvency practitioner, auctioneer, bailiff, debt counsellor, tracing agent, property management agent, licensed or qualified conveyancer or other professional adviser acting as such; or (2) any locksmith, builder or other contractor acting as such in relation to a Mortgaged Property, in any such case being a person or persons whom the Administrator would be willing to appoint in respect of its own mortgages in connection with the performance by the Administrator of any of its obligations or functions or in connection with the exercise of its powers under this Agreement; or (ii) to any delegation to any wholly-owned subsidiary of the Seller from time to time. (c) The Mortgages Trustee and/or Funding and the Security Trustee may require the Administrator to assign to the Mortgages Trustee any rights which the Administrator may have against any sub-contractor or delegate arising from the performance of services by such person in association with any matter contemplated by this Agreement and the Administrator acknowledges that such rights assigned to the Mortgages Trustee will be exercised by the Mortgages Trustee as trustee for the Beneficiaries subject to the terms of the Mortgages Trust Deed. (d) Notwithstanding any sub-contracting or delegation of the performance of the Administrator's obligations under this Agreement: (i) the Administrator shall not thereby be released or discharged from any liability hereunder; (ii) the Administrator shall remain responsible for the performance of the obligations of the Administrator under this Agreement; (iii) the performance or non-performance or the manner of performance of any sub-contractor or delegate of any of the Services shall not affect the Administrator's obligations under this Agreement; (iv) any breach in the performance of the Services by any sub-contractor or delegate shall, subject to the Administrator being entitled for a period of twenty (20) Business Days from receipt of notice of the breach to remedy such breach by any sub-contractor or delegate, be treated as a breach of this Agreement by the Administrator; and (v) the Security Trustee shall have no liability for any act or omission of the sub-contractor or delegate and shall have no responsibility for monitoring or investigating the suitability of any such sub-contractor or delegate.

  • The Contracts (i) will be sold by broker-dealers, or their registered representatives, who are registered with the Securities and Exchange Commission ("SEC") under the Securities and Exchange Act of 1934, as amended (the "1934 Act") and who are members in good standing of the National Association of Securities Dealers, Inc. (the "NASD"); (ii) will be issued and sold in compliance in all material respects with all applicable federal and state laws; and (iii) will be sold in compliance in all material respects with state insurance suitability requirements and NASD suitability guidelines.